1. Shell Deutschland GmbH 2. Shell Overseas Investments — Combination C-2025/01/1227

Notice under Section 6(2) of the Competition Act, 2002 given by Shell Deutschland GmbH and Shell Overseas Investments B.V.

CORAM:

Ms. Ravneet Kaur Chairperson

Mr. Anil Agrawal Member

Ms. Sweta Kakkad Member

Mr. Deepak Anurag Member

Order under Section 31(1) of the Competition Act, 2002

1. On 1st January 2025, the Competition Commission of India (Commission) received a notice (Notice), under sub-section (2) of Section 6 of the Competition Act, 2002 (Act), given by Shell Deutschland GmbH (Acquirer 1) and Shell Overseas Investments B.V. (Acquirer 2) [hereinafter collectively referred to as the Acquirers]. The Notice has been given pursuant to execution of the Share Purchase Agreement amongst the Acquirers, Raj Petro Specialities Private Limited (Raj Petro/Target), Brenntag (Holding) B.V., and Brenntag Ingredients (India) Private Limited on 12th October 2024 (SPA).

Combination Registration No. C-2025/01/1227

2. Acquirers, vide communications dated 13th January 2025 and 03rd February 2025 issued under Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 (Combination Regulations), were required to remove defects from the Notice and furnish certain information relevant for the purpose of assessment of the combination. The Acquirers made their submissions vide response dated 27th January 2025, 12th February 2025, 21st February 2025 and 25th February 2025.

3. The proposed combination envisages acquisition of 100% subscribed and paid-up equity share capital of the Target by the Acquirers from Brenntag (Holding) B.V. and Brenntag Ingredients (India) Private Limited (Proposed Combination). It is also envisaged that external commercial borrowing (ECB) availed by the Target from Brenntag SE, a group entity of Brenntag (Holding) B.V., will be transferred to the Acquirer 2.

4. Shell Plc is the ultimate parent company of the Acquirers. Shell Plc indirectly holds 100% shareholding in the Acquirers. The Acquirer group through its entities is engaged globally in energy and petrochemical sector. It is active in oil and gas exploration, production, manufacturing, marketing and shipping of oil products and chemicals, as well as renewable energy products. It is also engaged in manufacture and sale of various lubricants globally as well as in India. In addition, it is also engaged in the production and sale of Base Oils, which is a key ingredient in the manufacturing of Lubricants. However, in India, the Acquirer group does not manufacture Base Oils but sells it.

5. The Target is a manufacturer of hydrocarbon chemistry based high performance petro-speciality products, which are based on fully refined crude derivative feedstocks. Target’s lubricants are majorly used in industries such as energy/power, personal care, pharmaceuticals, rubber, tyre, agriculture crop protection, printing ink solutions and a range of industrial/ automotive lubrication. Target’s products are primarily supplied to customers in India, but are also sold globally for further processing and preparation of Combination Registration No. C-2025/01/1227 finished products. A subsidiary of the Target in Dubai facilitates Target’s international business.

6. The Acquirer group and the Target along with their respective affiliates are engaged in the manufacture and sale of lubricants in India. Therefore, the activities of the Acquirer group and the Target exhibit horizontal overlaps with regard to lubricants and its segments viz., Industrial, Commercial and Consumer; and other products such as automotive grease, gear oil, heavy duty diesel engine oil (off-highway), heavy duty diesel engine oil (on-highway), hydraulic Oil, industrial grease, and transformer oil. Further, the Acquirer group and the Targets also exhibit horizontal overlap with regard to coolant.

7. The Commission observes that combined market share of the Acquirer group and the Target for most of the overlapping products are in the ranges of [0-5]% or [5-10]%; and for few products the combined market share are in the ranges of [10-15]% or [15- 20]% with incremental markets share being in ranges of [0-5]% only.

8. Acquirer group is engaged in the manufacturing of Base Oil which can be used by the Target for manufacturing different types of lubricants. Therefore, Acquirer Group’s activity of manufacturing of Base Oil exhibits a vertical interface with Target’s activity of manufacturing different lubricants. In this regard, the Commission observes that the market share of the Acquirer group for Base Oil is in the range of [0-5]%. Accordingly, vertical interface(s) are not likely to raise foreclosure related concerns.

9. Considering the material on record, including the details provided in the notice and the assessment of the Proposed Combination based on the factors stated in Section 20(4) of the Act, the Commission is of the opinion that the Proposed Combination is not likely to have appreciable adverse effect on competition in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act.

10. This order may be revoked if, at any time, the information provided by Acquirers is found to be incorrect.

Combination Registration No. C-2025/01/1227

11. The information provided by Acquirers shall be treated as confidential in terms of and subject to provisions of Section 57 of the Act.

12. The Secretary is directed to communicate this order to the Acquirers.